R E P O RT A N D A C C O U N T S 2 0 0 8
CONTENTS
CHAIRMAN’S STATEMENT
REVIEW OF OPERATIONS
DIRECTORS & SENIOR EXECUTIVES
DIRECTORS’ REPORT
REPORT OF THE INDEPENDENT AUDITOR
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
CORPORATE INFORMATION
Griffin Mining Limited is a mining and investment company whose principal asset
is the Caijiaying zinc-gold mine. Further information on the Company is available
on the Company's web site: www.griffinmining.com.
Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM)
of the London Stock Exchange (symbol GFM).
Registered number: EC13667 Bermuda.
Registered Office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
United Kingdom office: 60 St James's Street, London SW1A 1LE
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Caijiaying Mine Site Winter 2009 During Upgrade Construction
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G R I F F I N M I N I N G L I M I T E D
CHAIRMAN’S STATEMENT
R E P O RT A N D A C C O U N T S 2 0 0 8
2008 will go down as one of the most catastrophic
as one of the world’s lowest cost zinc producers.
Spitfire Oil Limited, a company listed on the AIM
make any acquisition of these assets prohibitively
years for all involved in the mining, financial and
With the continuing depressed commodity prices,
of the London Stock Exchange. This company is
difficult and uneconomic. Even without any further
industrial markets. Almost every institution,
the Company took the opportunity to temporarily
attempting to economically extract fuel oils and
acquisition, the Company’s future looks assured.
company and individual was affected, some
suspend operations at Caijiaying to undertake long
other by-products from the huge Salmon Gums
The industrialization of China and its spectacular
irrevocably, and your company, Griffin Mining
overdue heavy maintenance and complete
lignite deposit in Western Australia. This is a long
growth rate, although temporaily slowed, should
Limited (“Griffin” or the “Company”) was no
construction associated with the expansion of
term, high risk venture. But the economic rewards,
return and re-ignite the “super cycle”
in
exception. Even in this difficult environment, the
production facilities. The economic cost of
should Spitfire Oil Limited be successful, will be
commodity prices. The Company’s balance sheet
Company was still able to produce a profit before
suspending operations was relatively small
enormous and Company transforming.
is very strong with a large cash balance and no debt.
tax of almost $7 million, a truly remarkable result
compared to suspending operations at a time of
The Company is beginning to increase throughput
considering the zinc price fell 46% in 2007 and a
high commodity prices. By the beginning of June,
Less successfully, in April 2008, the Company
at Caijaying towards 750,000 tonnes per annum
further 50% in 2008. This is a testament to the
full operations should have resumed at Caijiaying.
negotiated an agreed merger with Yukon Zinc
and Caijiaying continues to be a low cost mine
quality of the Caijiaying mine, its people and the
Corporation, which was subsequently frustrated
with the potential to become a world class mining
management of the Company.
The current environment does, however, provide
by a higher takeover bid by Northwest Non
region, particularly with further exploration
some unique acquisition opportunities which the
Ferrous International Investment Company
between Zones II and III at Caijiaying.
2008 was unique, not in that it produced the
Company would like to pursue.
As most
Limited and Jinduicheng Molybdenum Group
beginning of a severe and prolonged recession. It
shareholders are aware, in a booming commodity
Limited. Nevertheless, the Company was still
Logically, all these activities require smart, efficient
is the task of any competent management to foresee
market, mining companies and mining assets are
able to walk away from the transaction with a
and tireless human capital. The Company has
such likelihood. Rather it was the complete
given astronomical valuations. Even the small
C$2.5 million break-up fee. Finally, and probably
always prioritized obtaining, maintaining and
breakdown of the financial system, including the
number of assets the Company thought met the
most disappointingly,
in March 2009, the
keeping the best possible staff because, at the end
banking, equity and debt markets, that produced a
financial, political, structural, metallurgical and
Company made an unsolicited bid for a Canadian
of the day, people make things happen. To the
scenario that none of us had ever seen before and
geological parameters set by the Company, were
company, Ivernia Inc, the owner of the suspended
Company’s
directors,
senior management,
brought the world to the edge of financial calamity.
financially out of reach. The current economic
Magellan Lead Mine in Western Australia. That
contractors and Chinese employees go all of our
The ensuing ricochet effects caused the current
crisis has savagely slashed these companies’
company’s management took the unfathomable
thanks and gratitude. We also welcome Investec as
recessionary environment and,
for mining
valuations and, in some cases, left them in a
decision to deliver effective control, through
our new Nominated Advisor and Broker. We hope
companies, the unfortunate end to booming
precarious financial predicament with little or no
massive dilution of its share capital, to a related
our relationship will be long and mutually
commodity prices. In a fixed cost business such as
cash and no hope of raising further funding to
party without shareholder approval. That made
beneficial.
mining, the resulting dramatic fall in revenues
survive. It is these companies that management has
the acquisition of Ivernia uneconomic and
caused by declining commodity prices was reflected
been evaluating and attempting to acquire.
unpalatable for Griffin.
Lastly to you, our shareholders and owners, we
directly in a corresponding fall in the profitability
pledge to continue to add real value and work even
of the Company.
The Company made a number of acquisition
None of this has dampened the Company’s
harder to bring the rewards your loyalty has earned
attempts during the year. On the plus side, in May
enthusiasm to make further acquistions in this
over the course of this difficult year.
Fortunately for Griffin, prudent management has
2008, the Company bought back its own shares
recessionary environment where the Company’s
ensured that a significant cash balance has been
from Citadel Investment Group, realising a gain
cash has inordinate value, particularly before
Mladen Ninkov
maintained in the Company, no debt exists on the
of over $30 million. From the same seller Griffin
commodity prices start to rise again and the
Chairman
balance sheet and the Caijiaying mine is managed
was able to acquire, for £2.5 million, over 39% of
valuation of mining assets become so high as to
30 April 2009
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Main Zone III Decline Caijiaying Mine Site
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G R I F F I N M I N I N G L I M I T E D
OPERATIONAL REVIEW 2008/09
R E P O RT A N D A C C O U N T S 2 0 0 8
OVERVIEW
HISTORY OF CAIJIAYING
Griffin Mining Limited (the “Company”) and its
to be undertaken with relatively little economic loss
The Mine is located at Caijiaying, which is
established in 1994, in which Griffin, through its
subsidiaries (together the “Group”) recorded a
being incurred by the Group.
approximately 250 kilometres north-west of Beijing
wholly owned Hong Kong subsidiary, China Zinc
profit before tax for the year of $6,959,000 (2007:
in the Hebei Province. The site is easily accessible
Limited (“China Zinc”), holds a 60% equity
$26,762,000).
Griffin benefited from
interest receipts of
by two separate freeway systems from Beijing and
$4,670,000 during 2008 (2007: $5,607,000),
secondary sealed roads. The site has significant
All mining companies faced serious challenges
however, this income has decreased during 2009
water supplies, two independent connections to the
during 2008, however, the Group was positioned
with declining interest rates world-wide. Griffin
electricity grid, full connectivity to fixed and
better than the vast majority of its fellow industry
also benefited from a C$2.5 million break free on
mobile telecommunications and broadband access
participants in maintaining a low cost, long life
the Company’s aborted acquisition of Yukon Zinc
for internet services. Climatic conditions are not
interest and the Chinese joint venture partners
(which include the Zhangjiakou City People’s
Government, the Hebei Bureau of the Ministry of
Land and Resources and the Third Geological
Brigade) a 40% interest.
mine and retaining substantial cash balances. The
Corporation.
Group has benefited from receiving 100% of the
severe with warm summers and cold, dry winters.
In January 2004, a second contractual joint venture
company, Hebei Sino Anglo Mining Development
profits of the Caijiaying Zinc-Gold Mine (“the
Foreign exchange losses of $3,221,000 were
The assets of the Mine are held by Hebei Hua Ao
Company Limited (“Hebei Anglo”), was formed to
Mine”) over the three years to July 2008 and
recorded in 2008 (2007: gains of $1,012,000)
Mining Industry Company Limited (“Hebei Hua’
hold the mineral rights to the area surrounding the
obtaining a net gain of over $30 million, recognized
primarily on sterling deposits held to cover sterling
Ao”), a contractual co-operative joint venture entity
original Hebei Hua’ Ao licence area and any other
through reserves and not in the profit for the year,
commitments. The losses follow the fall in the
by repurchasing $121.5 million of its own shares for
value of sterling in the year.
cancellation in May 2008 from Citadel Equity
Fund Ltd (“Citadel”) having issued those same
On 27 November 2008, Griffin acquired
shares for $151.7 million in August 2007.
16,666,667 ordinary shares at £0.15 per share for a
total cost of £2,500,000 ($4,542,000) in Spitfire Oil
With the Group’s primary income generated by the
Limited (“Spitfire”). This represents 39.2% of the
Mine, profitability was severely impacted by the fall
issued share capital of Spitfire. Spitfire’s principal
in the price of zinc. During 2008, the zinc price
asset is the Salmon Gums Lignite deposits in
quoted on the London Metals Exchange fell from
Western Australia from which Spitfire is intending
$2,500 per tonne to $1,100 per tonne. Due to this
to produce fuel oil, distillates and other by-
price decline and the Group remaining unhedged
products. This relatively modest investment
to both metals and currency, a decision was taken
provides Griffin with an entrée into a long term,
to suspend operations in the first quarter of 2009 to
large scale project that spreads the Company’s
allow much needed maintenance and capital work
political and commodity risk.
8
Caijiaying Mine Location: Courtesy of Google Maps
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areas of interest in Hebei Province. Griffin,
administration building extensions and other site
Profitability was also impacted by a fall in the head
second processing circuit to produce a gold, silver
through its wholly owned UK subsidiary company,
infrastructure. The construction of a new crushing
grade of zinc during the year, a normal occurrence
and lead concentrate in December 2007 and the
Panda Resources Limited, has a 90% interest in
circuit has not yet been completed and a second
given the numerous lodes carrying various grades
commissioning of a backfill plant
to
fill
Hebei Anglo. The other Chinese shareholders in
Hebei Anglo hold 10% and reflect those
shareholders in Hebei Hua-Ao.
Griffin, through Hebei Hua’ Ao and Hebei Anglo,
has a controlling interest in mining and exploration
licences over 67 square kilometres at Caijiaying.
Application has been made for further exploration
licences in the surrounding area.
In 2005, Griffin successfully commissioned the mine
and processing facilities at Caijiaying, on time and
within budget, with an initial design production rate
of 200,000 tonnes of ore per annum. Production
rates have been
steadily
increased
since
commissioning with 491,848 tonnes of ore
processed in 2008 and processing rates equivalent to
600,000 tonnes of ore per annum recently achieved.
primary ball mill purchased but not yet installed.
of zinc mineralization and the scheduling of mining
underground voids caused costs to increase.
When completed, this should enable processing
of these different lode systems. To date, mining
Administrative costs have also increased in China
capacity to be increased to 750,000 tonnes of ore
operations have been directed at the upper levels of
with local managers being appointed by the Chinese
per annum.
the mine. Development of the lower levels of the
joint venture partners to certain administrative
MINE OPERATIONS
Production capacity continued to increase at the
Mine which allowed tonnes of ore processed to
increase from 409,193 tonnes in 2007 to 491,848
tonnes in 2008. It also allowed the production of
a second concentrate to be produced containing
lead, silver and gold.
mine were delayed by permitting issues and, in
positions following the start of the Chinese profit
particular, delays in obtaining an environmental
sharing in July 2008. With the difficult state of the
permit required for the expansion of mining
mining industry, all costs are being reviewed to
operations. The Company has been advised that
ascertain where costs can be reduced including,
these issues have now been resolved and work
renegotiating terms with all contractors.
should begin on developing the lower levels shortly.
Underground mine development has continued
Zinc metal in concentrate produced was increased
throughout 2008 in order to provide increased
from 21,781 tonnes in 2007 to 22,922 tonnes in
throughput to the processing facilities. The main
2008, gold produced increased from 15 ounces in
“Northern Decline” has been to be extended to the
2007 to 2,421 ounces in 2008, silver produced
lower levels although development of the lower
The upgrade of the processing plant did encounter
increased from 6,470 ounces in 2007 to 171,888
levels were delayed by permitting issues. During
delays and difficulties due to a number of reasons.
ounces in 2008 and lead produced increased from
2008, 433,274 tonnes of ore were mined (2007:
In the first instance poor design work was produced
13 tonnes in 2007 to 1,127 tonnes in 2008. Whilst
430,891 tonnes). Mining was hindered during the
In December 2007, production of a separate
by the local Chinese Engineering Institute and
precious metals concentrate containing gold, silver
below standard construction work followed by
recovery rates for zinc have held in excess of 95%
year by difficulties in sourcing supplies, most
through 2008, recovery rates for lead, gold and
notably explosives, during the Olympic and
and lead commenced from an integrated circuit
forming part of the main processing facilities at
Caijiaying. Previously gold, silver and lead were lost
to the smelters in the zinc concentrate.
certain Chinese contractors. Construction was
silver have not yet met expectations and further
Paraplegic Olympic Games in Beijing and delays in
then further significantly disrupted by the Olympic
work is being undertaken in an attempt to improve
accessing the lower mine levels. The inability to
and Paraplegic Olympic games held in Beijing in
recovery rates. With the development of the lower
access the lower levels has resulted in having to
the summer of 2008, which severely interrupted
levels of the mine, grades, particularly for gold, are
revert to shrink stoping to extract ore as opposed to
supplies of equipment. As a result, the upgrade
expected to improve as drilling results indicate
up-hole benching. Greater use of up-hole
Considerable work has been undertaken since
remains ongoing with sufficient progress on the
higher gold grades at lower levels.
benching, which allows for increased extraction
commissioning to increase production with the
upgrade of the processing plant being made such
rates albeit with greater dilution, will be made to
installation of, inter alia, a new back-fill plant, new
that processing rates equivalent to 600,000 tonnes
The Mine continues to rank in the lowest quartile
extract ore from the lower levels which are expected
floatation circuits, new accommodation and
of ore per annum have already been achieved.
of zinc producer costs. The commissioning of the
to be more amenable to such mining methods.
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RESOURCES
In 2008, 7,392 meters (2007: 7,200 meters) of
In 2008 work was started on the development of a
underground drives, rises and cross cuts were
drive connecting Zone III and the extended Fox
RESOURCE ESTIMATE AND RECONCILIATION
ZONE III
Resource in close proximity to existing development.
Significant tonnages of mineralisation were defined
developed. During 2008, within the area of current
decline at Zone II. This will give services and
mining activities at Zone III, over 35,570 metres
haulage access to the Zone II resources for future
(2007: 34,000 metres) of underground infill and
development. It will also provide a suitable drilling
exploration diamond drilling was completed.
platform and allow cost effective underground
exploration drilling of the area between Zones III
Following the discovery of mineralisation and the
and II.
preparation of an initial resource estimate in 2007
at Zone II (approximately 1.5 kilometres to the
The Caijiaying mine operated throughout 2008
south of Zone III), a further 120 meters of
without any significant accident or environmental
underground drives were constructed from the
incident, retaining an excellent safety and
“Fox” exploration decline at Zone II. This
environmental record.
development was undertaken to enable further
exploration drilling in the future.
Caijiaying Mine Site - Plant Upgrade Construction
During 2008, approximately 34,000 metres of
diamond drilling was completed. The programme
breakdown was 9,000 metres of infill and 25,000
metres of extensional drilling. Several exploratory
within the Qing Long, Ju Long, Fu Long, Chang
Long and Xiao Long lodes. An updated Mineral
Resource estimate is underway with results expected in
the third quarter of 2009.
probe holes were also drilled to the west of the
Tabulated below is the updated Mineral Resource
Qing Long lode. Extensional drilling targeted higher
estimate to JORC reporting standards for Zone III
grade zones within the 2002 Inferred Mineral
at Caijiaying.
Micromine 2002 Mineral Resource Estimate (Non Grade Control Drilling)
Category
Cut
Tonnes
-off Millions
Metal Grade
Zinc % Gold
Silver
grammes
grammes
per tonne per tonne
Contained Metal
Gold
million
ounces
Zinc
million
tonnes
Silver
million
ounces
Indicated
Inferred
Total
Indicated
Inferred
Total
1%
1%
1%
4%
4%
4%
40.32
34.29
74.61
13.72
4.89
18.61
4.3
2.9
3.6
7.9
8.5
8.1
0.7
0.5
0.6
0.8
0.5
0.7
20
13
17
32
31
32
1.67
0.93
2.60
1.09
0.42
1.51
0.95
0.56
1.51
0.33
0.09
0.42
29.53
18.25
47.78
13.97
4.82
18.79
FinOre 2006 Mineral Resource Estimate (Grade Control Drilling)
Category
Cut Tonnes
-off Millions
Metal Grade
Zinc % Gold
Silver
grammes grammes
per tonne per tonne
Contained Metal
Gold
million
ounces
Zinc
million
tonnes
Silver
million
ounces
Measured
Indicated
Inferred
Total
1%
1%
1%
1%
1.18
2.83
0.89
4.9
6.7
5.6
4.5
5.7
0.4
0.6
0.6
0.6
35
33
23
31
0.08
0.16
0.04
0.28
0.02
0.05
0.02
0.09
1.34
2.97
0.64
4.94
The information in this report that relates to the Mineral Resource Estimate for the 31 December 2008 grade control drilled areas is based on
information compiled by Mr L Marshall BSc. MAIG. The mining depletion of the FinOre 2006 Mineral Resource estimate was carried out by
Mr L Marshall. Mr. Marshall is a full time employee of Griffin Mining Ltd. The information relating to the FinOre 2006 Mineral Resource
and the Micromine2002 Mineral Resource estimates were compiled by Mr C Fawcett BSc (Hons),G Dip Eng, MAusIMM of FinOre and Mr
D Pertel MSc. MAIG. of Micromine Consulting Ltd. Mr Marshall, Mr Fawcett and Mr Pertel have sufficient experience which is relevant to
the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons
as defined by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2004 edition).
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The table summarises the Mineral Resource as at
The depleted FinOre 2006 Mineral Resource was
The figure below is the FinOre 2006 Mineral
control drilling) and the 2002 Inferred Mineral
31 December 2008 for:
estimated by reporting the block model with
Resource and the 2008 Mineral Resources (grade
Resource (historic surface drilling only).
• The grade control drilled area defined by the
FinOre 2006 Mineral Resource estimate
yearly surveyed void pickups removed up to the
2008 calendar year inclusive. The result was
compared with the production figures for 2008.
• The non grade control drilled area defined by
Production reported 431,000 mined tonnes,
the Micromine 2002 Mineral Resource estimate
where the resource depletion reported 319,000
mined tonnes. The difference is attributed to the
There was no change to the depleted Micromine 2002
mining of an estimated 112,000 tonnes of
Mineral Resource estimate as no mining took place
mineralisation from outside the FinOre 2006
from within the depleted resource reported in 2007.
Mineral Resource block model.
Mineral Resource Estimates for Zone II
Material
Tonnes
INDICATED
Oxide
Transitional
Fresh
Sub-total
INFERRED
Oxide
Transitional
Fresh
Sub-total
230,000
330,000
3,430,000
3,990,000
130,000
430,000
940,000
1,500,000
TOTAL
5,490,000
Note: Rounding errors may occur
Zn
%
1.9
1.9
3.3
3.1
2.4
2.9
3.8
3.4
3.2
Pb
%
0.7
0.8
0.5
0.5
0.5
0.5
0.8
0.7
0.6
Au
grammes
per tonne
Ag
grammes
per tonne
0.3
0.2
0.3
0.3
0.2
0.3
0.4
0.3
0.3
20.0
22.7
25.7
25.1
21.2
16.7
25.5
22.6
24.4
The information in this report that relates to the Mineral Resource estimates for Zone II is based on information compiled by Mr G. Fahey
of CSA Australia Pty Ltd (CSA). Mr Fahey is a Chartered professional and Member of The Australasian Institute of Mining and Metallurgy
and a Member of the Australian Institute of Geoscientists. Mr Fahey has sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the
2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mr
Fahey consents to the inclusion in the report of the matters based on his information in the form and context in which they appear.
EXPLORATION
CAIJIAYING AREA
Hebei Anglo’s tenement boundary continues to
confirm the area to be highly prospective,
indicating significant potential for further base
Mineralisation at Caijiaying is believed to be related
metal and gold deposits.
to a Jurassic igneous event that affected the 2.3
billion year old metamorphic basement rocks. Base
HEBEI HUA’ AO LICENCE AREA
metal and gold mineralisation associated with
Jurassic intrusives have replaced favourable horizons
The 1.5 kilometre long area between Zones II and
in the metamorphic rocks, most notably calc-silicates
III has long been considered prospective for
and marble. Porphyry sills and dykes intruding along
additional zinc deposits but drilling has proved
faults have then cut across the sequence.
difficult due to either local access restrictions or deep
sandy overburden. Zone III contains the current
On-going exploration in the area surrounding the
Mine and at Zone II, approximately 1.5 kilometres
mine at Caijiaying and within Hebei Hua’ Ao’s and
to the south of Zone III, drilling in previous years
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Front End Loader Placing Ore into Jaw Crusher on Caijiaying Mine Site ROM Pad
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HEBEI ANGLO LICENCE AREA
A detailed review of the ground magnetic data in
length of mineralisation another few kilometres.
the Hebei Anglo
licence area revealed an
The programme had to be abandoned due to poor
anomalous circular magnetic anomaly to the east of
drilling conditions resulting from very broken
Zone II, termed the Xiaobazi Prospect. During
ground. The concept remains untested.
2008, a
field programme was undertaken
comprising geological mapping and the collection
Newly developed geochemical techniques are
of 422 soil and 98 rock samples. Assaying revealed
currently being evaluated to determine if they can
the presence of gold, copper, zinc, molybdenum
be used to discover mineralisation beneath aeolian
and lead geochemical anomalies.
sands. This sand blankets a large part of the
tenement block thereby hindering exploration.
A short drilling programme was undertaken to test
The ability to “see through” this cover would be a
a concept that mineralisation extended across the
major advance in exploration of the Caijiaying
F45 fault. Success would have extended the strike
region and for all areas covered by similar sands.
Superimposed Diagrammatic View of Underground Mine Workings at Caijiaying: Courtesy of Google Maps
defined an initial JORC resource estimate of 5.49
haulage and services access when mining
million tonnes of 3.2% zinc, 0.6% lead, 0.3 grams
commences from this area.
per tonne gold and 24 grams per tonne silver.
During 2008, the Fox decline was extended an
Activities in 2008 concentrated on linking access
additional 110 metres. The underground
between Zone II and Zone III by extending the Fox
exploration programme planned for 2008 had to be
decline from Zone II northwards towards Zone III
postponed, despite considerable effort, as the
and developing a drive southwards from Zone III
recruitment of suitably qualified and experienced
towards Zone II. The aim of this work was firstly,
geological and drilling personnel proved impossible
to provide a more practical drilling platform than
to find because of the world-wide mining boom
drilling from the surface through soft aeolian sand
which existed at that time. It is expected the
as further significant resources are expected to be
programme will commence in the current year. An
defined at between Zone II and Zone III as this
increase in ore resources is expected as underground
should provide additional ore for the processing
drilling moves northwards towards Zone III.
facilities at Caijiaying, and secondly, to facilitate
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Magnetic Image of Caijiaying Tenement Field
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Applied research is being undertaken by Dr
YUKON ZINC CORPORATION
Zhaoshan Chang of the ARC Centre of Excellence
in Ore Deposits at the University of Tasmania as
In keeping with Griffin’s stated intention of
part of a research programme sponsored by Griffin.
acquiring further projects that meet the Company’s
The purpose of this study is to understand the
financial objectives, considerable time and effort
origin and controls of the mineralisation at
was expended in the past year reviewing potential
Caijiaying and to apply this knowledge to the
acquisition opportunities. In April 2008, the
discovery of additional orebodies in the area.
Company reached an agreement with the board of
CORPORATE DEVELOPMENTS
SHARE BUY BACKS
In May 2008, Griffin purchased from Citadel, and
cancelled, 79,851,818 shares at £0.765 per share
(68,181,818 of which were issued to Citadel at
£1.10 per share in July 2007 to raise $151.7m) for
a total sum payable of £61.1 million ($121.5m),
realising a net gain to the Company of in excess of
$30m recognized through reserves. The directors
of Griffin, having consulted with
its then
nominated adviser, considered that, at the time, the
terms of the transaction were fair and reasonable
insofar as its shareholders were concerned.
In October 2008, a further 68,000 shares were
purchased in the market for cancellation at an
average price of £0.146 per share and, in January
2009, a further 34,567 shares were bought back in
for cancellation in the market at an average price of
£0.15 per share.
directors of Yukon Zinc Corporation (“Yukon
Zinc”) for the acquisition of all of the issued
common stock of Yukon Zinc. With significant
cash and no debt, Griffin was in a position to fund
and provide expertise to bring Yukon Zinc’s 100%
owned Wolverine zinc-copper-lead-silver-gold
underground mine, which is located in an area with
a similar climate to that at Caijiaying, into
production. On 29 April 2008, Yukon Zinc
informed the Company that the board of directors
of Yukon Zinc intended to accept a cash offer from
Northwest Non Ferrous International Investment
Company Limited and Jinduicheng Molybdenum
Group Limited for the acquisition of all the issued
common stock of Yukon Zinc for a cash price of
C$0.22 per share. The Company notified Yukon
Zinc that it did not intend to increase its offer for
the shares of Yukon Zinc. Consequently Griffin
Drill Rig at Salmon Gums
SPITFIRE OIL LIMITED
Mr Mladen Ninkov and Mr Roger Goodwin, being
directors of both Griffin and Spitfire, provide
On 27 November 2008, Griffin purchased
Griffin with significant influence over Spitfire,
16,666,667 ordinary shares in Spitfire Oil Ltd
requiring Griffin to treat Spitfire as an associated
(“Spitfire”), representing a 39.2% interest in the
company and thereby recognise its share of
issued share capital of Spitfire, at £0.15 per share for
Spitfire’s financial results.
a
total cash consideration of £2,500,000
($4,542,000) from Citadel. This purchase enabled
For a period until 27 May 2008, Citadel held a 30.2%
received its negotiated break fee of C$2.5 million.
Griffin to acquire a strategic stake in a project that
interest in the issued share capital of Griffin,
meets Griffin’s investment criteria whilst spreading
accordingly the transaction was considered a related
both political and commodity risk. The opportunity
party transaction under the AIM Rules. In this
to acquire this strategic stake at such a favourable
regard, the directors of Griffin (with the exception of
price, being at a 75% discount to the initial public
Mladen Ninkov and Roger Goodwin), having
offering price, was considered and approved by
consulted with its then nominated adviser, considered
Griffin’s independent directors. All of Griffin’s
that the terms of the transaction were fair and
directors have experience in the oil and gas sector.
reasonable insofar as its shareholders are concerned.
20
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G R I F F I N M I N I N G L I M I T E D
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Spitfire was incorporated on 2 May 2007 and, on
Spitfire is developing its proprietary L2V™
lignite bulk samples were collected for use in
bolstered
its
technical expertise with
the
11 July 2007, acquired the entire issued capital of
process to extract oil and other products from the
various laboratory test work.
employment of a new Scientific Officer, Mr Barry
Spitfire Oil Pty Ltd (formerly Hurricane Fuels Pty
lignite at Salmon Gums. The L2V™ process is a
Ltd) by way of a share swap. On 18 July 2007,
form of Pyrolysis, a variation of the coal coking
Spitfire’s shares were admitted to trading on AIM
process which has been used for over 100 years and
under the symbol “SRO”. At the same time,
which is known to extract oils and gases from coals.
Spitfire placed 16,666,667 new Ordinary Shares
The technology being developed by Spitfire will be
All drilling data and analyses are being entered into
a database to generate a new lignite resource
Tindall, who is a coal-to-liquids specialist with over
10 years experience with Sasol of South Africa,
including the design and commissioning of coal to
estimate with
the view of producing an
liquids technology.
independent updated JORC Indicated Resource
with Citadel at £0.60 per share to raise £10,000,000
compact with an environmental footprint that is
estimate by July 2009.
(before expenses).
much smaller than that of the much more complex
but conventional Fisher-Tropsch process. Low
Spitfire’s principal activity is the pursuance of the
carbon emissions are a necessity in the current
production of fuel oil, distillate and other by-
world climate. Production of a barrel of useable
products from the Salmon Gums Lignite deposits in
fuel from the L2V™ process is expected to
Western Australia. At 31 December 2008, Spitfire
generate a quarter of the emissions from that
held 36,800 hectares of exploration tenements and
generated by the conventional gasification plus
had applied for two Mining Leases, totalling 9,854
Fisher-Tropsch process. In the context of the
hectares, containing the bulk of the lignite resource.
proposed Australian carbon Emissions Trading
These tenements are near Salmon Gums, some
Scheme, at a price of A$25 per tonne of CO2, the
100km north of Esperance, in the south-east of
L2V™ process would incur a cost of about A$4.10
Western Australia. The tenements contain a large
per barrel of produced oil whilst the more
Whilst the main focus of the drilling in the field
program has been on exploration and resource
delineation, a number of important other activities
have also taken place during 2008 including:
Subsequently, Professor Chun-Zhu Li joined the
Curtin faculty as head of CAESE where he will lead
the research. Professor Li came from Monash
University where he spent years studying Victoria
Brown Coal and had carried out extensive research
in various areas of energy science and engineering
a helicopter electromagnetic survey;
including coal and biomass pyrolysis. Since these
a hydro-geological investigation, including
appointments good progress has been made on
flow tests from 5 wellbores;
further proving of the L2V™ Process Technology,
an aerial LIDAR survey to provide up-to-date
in particular:
•
•
•
•
photogrammetry over the license area;
an aerial multi-spectral survey providing
detailed environmental and botanical data;
lignite (brown coal) deposit with a JORC Inferred
conventional process would incur a cost in excess of
and
Resource (>10m thick seam) of 500 million tonnes
A$16.6 per barrel.
of lignite. The lignite has a high Kerogen
(hydrocarbon) content which, based on Spitfire’s
Since November 2007 Spitfire has been
•
further testing of the L2V™ Process
Technology.
testwork on a limited number of samples, indicates
undertaking field delineation and exploration
In June 2007, Spitfire’s wholly owned subsidiary,
that oil may be recoverable from the deposit at an
drilling with 420 holes drilled to date totalling
Spitfire Oil Pty Ltd, entered into a A$4.4 million
average yield of approximately 69 litres per tonne of
12,624 metres. The resource delineation program
multi-year research contract with Curtin University
lignite (in situ) or 0.43 barrel per tonne. This
consisted of infill drilling, special on-lake drilling,
of Technology’s Centre for Advanced Energy
implies a potential recoverable fuel oil resource of
logging and coring with the aim of bringing the
Science and Engineering (“CAESE”) to pursue the
approximately 200 million barrels (or 33 billion
previously defined Inferred Resource to Indicated
optimisation of the L2V™ process. The program
litres) throughout the deposit. Salmon Gums is
status. The exploration drilling program consisted
of test work had fallen behind schedule, principally
located next to a main road, railway and pipeline
of additional air-core drilling
in the area
due to the original head of the centre moving to
•
•
•
•
•
•
•
a new, specifically designed, laboratory has
been completed at Curtin University;
detailed lignite characterisation, small scale
pyrolysis and small-scale materials handling
and lignite drying tests have been performed;
larger scale handling and drying tests were
contracted to Tsing Hua University in Beijing;
optimum “off the shelf” industrial lignite
drying technology has been identified;
Spitfire’s prototype rotary kiln laboratory
reactor has been constructed, commissioned
and from which oil production has started;
analysis of the produced oil commenced; and
a new, fluidised bed, laboratory reactor has
connecting Kalgoorlie and the port of Esperance.
surrounding the resource. In addition, 12 tons of
another tertiary institution. As a result, Spitfire has
been conceived and procurement started.
22
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G R I F F I N M I N I N G L I M I T E D
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Following consultation with
the relevant
This move brings Spitfire’s administration closer to
IVERNIA TAKEOVER
THE FUTURE
Commonwealth
and State
environmental
Griffin’s. In June 2008, Mr Thyl Kint was
agencies in Australia it has been determined that
appointed Chief Executive Officer of Spitfire,
On 24 March 2009, Griffin announced its intention
In relation to the Company’s current Mine,
development of Salmon Gums project will be
replacing Mr Andrew Woskett who resigned from
to make a cash offer (“the Offer”), through a wholly
operations are expected to re-commence on 1 June
assessed for its environmental impact by way of
the board of directors. Mr Kint is an energy
owned subsidiary, to acquire all of the issued and
2009. With indications that commodity prices will
an Environmental Review and Management Plan
industry professional with over 25 years worldwide
outstanding common shares of Ivernia Inc
begin to increase in the foreseeable future, the
which includes an eight week period for public
oil and gas experience including, most recently, the
("Ivernia"). Ivernia holds a 100% interest in the
financial future of the Company is well placed. Zinc,
comment. Extensive baseline flora, fauna, salt
position of Project Director for the very large
Magellan lead mine in Western Australia, closed by
in particular, suffered from the recent bull market of
lake ecology, waste rock characterisation and
Stybarrow and Pyrenees oil and gas projects in
the Western Australian State Government for the
2004 – 2006 and the trading of zinc metal and its
groundwater studies were completed during
Australia operated by BHP Billiton Petroleum.
past two years following an environmental incident
derivatives by hedge funds. A subsequent correction
2008.
Following these changes, Spitfire is in a much
involving
the shipment of
lead carbonate
and a change in market conditions following the
stronger position to undertake the tasks ahead and
concentrate to the Port of Esperance.
credit crisis has caused zinc prices to fall to
Consultations with the local communities have
realise the objectives of achieving viable oil
unsustainable levels with a significant proportion of
been ongoing for some time. During 2008 the
production from the Salmon Gums lignite deposits.
On 3 April 2009, Griffin announced it had
zinc mines recently operating at a loss. This has
communities from the nearby port of Esperance
withdrawn its proposed takeover of Ivernia as a
resulted in a number of mine closures including the
and local town of Salmon Gums were canvassed
With dwindling world resources and
the
result of actions taken by the board of Ivernia
Galmoy Mine in Ireland, the Lennard Shelf in
and public meetings were held at both locations.
expectation of significant increases in the price of
which resulted in the current and future control of
Australia as well as a considerable number of mines
These attracted significant interest from local
oil in the future, this alternative energy project is
Ivernia being delivered to a related and other
in China. Whilst refined zinc output is expected to
residents and landholders. The area’s community,
highly attractive. Should the results from the
parties with latent massive dilution of up to 111%
grow only modestly in the near future, tightness of
businesses and local government have been
L2VTM tests be successful and the development of
of its share capital without the approval of Ivernia’s
concentrate supply is already resulting in lower
generally supportive of the Spitfire’s plans.
a commercial plant be achievable, Griffin has the
shareholders or allowing the shareholders to be
treatment charges and a strengthening of zinc prices.
potential to reap significant financial rewards upon
given the opportunity to consider a number of
Contact has also been made with various Australian
the Salmon Gums project coming into commercial
alternative proposals put forward by Griffin. In
Griffin’s management team, consisting of finance,
State and Federal Government bodies for support
operation.
such a situation, the total consideration which
mining, metallurgy, geological and health and
for Spitfire’s activities. With the resource being
would have had to be paid for the newly diluted
safety professionals, have reviewed over 600 mining
West Australian based and the L2V™ Process
Although Spitfire’s primary objective remains the
share capital of Ivernia by Griffin was not
companies and their key projects during the year.
offering an attractive alternative source of energy,
commercialisation of its L2V lignite-to-liquids
considered either justified or certain and, as such,
Of these, approximately 50 were selected for semi-
Spitfire has been favourably received.
technology over the large resource at the Salmon
not in the best interest of Griffin shareholders.
detailed evaluation and 20 for further involved
In 2008 Spitfire moved its principal office and
possible synergistic business opportunities and
management from Melbourne to Perth, the capital
continue to evaluate and pursue other energy
of Western Australia, where its project is located.
related opportunities.
Gums, management have considered other
detailed analysis. The companies selected held
predominantly advanced projects in a range of
commodities and locations. In addition, Griffin has
been approached by a number of companies with a
view to jointly developing a number of significant
projects. This process remains ongoing.
24
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26
Flotation Cells in the Caijiaying Plant
27
G R I F F I N M I N I N G L I M I T E D
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DIRECTORS & SENIOR EXECUTIVES
Mladen Ninkov, Chairman, Australian, aged 47,
Meagher & Flom in New York and Freehill
Dal Brynelsen, Director, Canadian, aged 62, is
Jeff Haitian Sun, General Manager China,
holds a Masters of Law Degree from Trinity Hall,
Hollingdale & Page in Australia. He has been
a graduate of the University of British Columbia in
Chinese, aged 48, is a Professor of Geology based
Cambridge and Bachelor of Laws (with Honours)
chairman and director of a number of both public
Urban Land Economics. Mr. Brynelsen has been
in Beijing. He holds a PhD and MSc in mineral
and Bachelor of Jurisprudence Degree from the
and private mining companies.
University of Western Australia. He is the principal
of Keynes Capital. He has a mining, legal, fund
Roger Goodwin, Finance Director, British,
management and investment banking background
aged 54, is a Chartered Accountant. He has been
and is admitted as a barrister and solicitor of the
with the Company since 1996 having previously
involved in the resource industry for over 30 years.
deposits
from
the Chinese University of
He has been responsible for the discovery,
Geosciences and has undertaken postdoctoral
development and operation of several underground
research in geology at the Norwegian University of
gold mines during his career. Mr. Brynelsen is the
Technology. Jeff has worked on a number of
President and a director of Vangold Resources
mineral projects both in China and overseas. Prior
Supreme Court of Western Australia. He was the
held senior positions in a number of public and
Limited.
to joining Griffin he was engaged by Mundoro
Mining Inc of Canada as a senior geologist.
Chairman and Managing Director of the Dragon
private companies within the natural resources
Capital Funds management group, a director and
sector. He has a strong professional background,
Head of International Corporate Finance at ANZ
including that as a manager with KPMG, with
Grindlays Bank Plc in London, and a Vice
considerable public company and corporate finance
President of Prudential-Bache Securities Inc. in
experience, and experience of emerging markets
New York. He also worked at Skadden Arps Slate
particularly in Africa, the CIS and Eastern Europe.
DIRECTORS: (Left to Right): Back Row: Dal Brynelsen (Non-Executive), Roger Goodwin (Finance Director)
Front Row: William Mulligan (Non Executive), Mladen Ninkov (Chairman)
William Mulligan, Director, USA, aged 65, has
a BSc from Thomas Clarkson University, an MS in
Timothy Blyth, Operations Manager
Geological Engineering from the University of
Caijiaying, Australian, aged 49, holds an
Connecticut and an MBA from NYU Bernard
Associate Diploma in Geology from the Canberra
Baruch School of Business Administration. He is
Institute of Technology and has 24 continuous
currently the Managing Director for Global
years experience in the Australian mining industry,
Projects and Political Risk at AIG Global Trade
with the last 10 years in senior management
and Political Risk Insurance Company, a wholly
positions. Having started as an underground
owned subsidiary of American International Group
geologist, he also has significant experience of open
Inc., and a director of AIG Investment Bank (ZAO)
pit mining. Prior to joining Griffin he spent the
Ltd based in Moscow. From 1994 to 1996 he was
previous 5 years as Operations Manager and
Executive Vice President
for Corporate
Project Manager for Hill 50 Gold, Harmony and
Development at Latin American Gold Limited.
Perilya. Previously he was a Chief Geologist
(Geology Manager) for 5 years for Sons of Gwalia
SENIOR EXECUTIVES
and then Hill 50 Gold.
Dominic Claridge, Operations Manager,
Australian, aged 45, holds a degree in mining
engineering from the University of Sydney
(Australia). He has been involved in the mining
industry
for over 20 years having worked
predominately with Australian mining companies,
with short interludes in South Africa and Finland. He
has worked in a variety of operations encompassing
both underground and open cut mining, from small
to medium sized mines. More recently he has worked
in China as deputy general manager for an
underground gold operation and was project
manager for a new gold operation in Australia.
William Zhang, Finance Manager China, aged
31, is an Australian resident and citizen of China.
He holds a Bachelor of Commerce degree from
University of Melbourne, and is an associate
member of the Certified Public Accountants of
Australia. He has a mining, accounting and finance
background having worked on a number of coal
mining projects both in China and Australia,
including; Yanzhou Coal (a coal mining company
listed in NYSE, SEHK, SSE) and Fiserv Solutions
(a financial service firm listed in NASDAQ).
28
29
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30
Moving Concentrate at New Storage Shed at Caijiaying Mine Site
31
G R I F F I N M I N I N G L I M I T E D
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DIRECTORS’ REPORT
The Directors submit their report together with the audited consolidated accounts of Griffin Mining Limited (“the Company”)
and its subsidiaries (“the Group”) for the year ended 31 December 2008.
The options exercisable at 20 pence per share entitle the holder to subscribe for new ordinary shares in the Company on or
before 31st October 2013. The options vest with each option holder in 3 separate and equal instalments as follows:
FINANCIAL RESULTS
The Group profit before taxation, amounted to US$6,959,000 (2007: US$26,762,000). Taxation of US$637,000 has been
provided (2007: nil). A dividend of US$8,008,000 was paid in 2008 (2007: US$5,826,000). After deduction of dividends paid,
US$1,686,000 has been debited to reserves (2007: credit - US$20,936,000).
The earnings per share amounted to 2.87 cents (2007: 12.08 cents). The attributable net asset value per share at 31 December
2008 amounted to 72 cents (2007: 95 cents).
In view of the fall in commodity prices resulting in the decline in profitability, current suspension of operations at Caijiaying,
and the consequent need to preserve cash, the directors do not recommend the payment of a dividend.
PRINCIPAL ACTIVITIES
The principal activity of the Group is that of mining and exploration. A review of the Group’s operations for the year ended 31
December 2008 and the indication of likely future developments are set out on pages 8 to 25.
DIRECTORS
The Directors of the Company during the year were:
Mladen Ninkov – Australian – Chairman
Roger Goodwin – British – Finance Director
Dal Brynelsen – Canadian
William Mulligan – American (US)
Under the bye laws of the Company, the Directors serve until re-elected at the next Annual General Meeting of the Company.
Being eligible all the Directors currently in office offer themselves for re-election at the forthcoming Annual General Meeting
of the Company.
The beneficial interests of the Directors holding office at 31 December 2008 and their immediate families in the share capital
of the Company were as follows:
Name
At 31 December 2008
Ordinary
shares
No.
Options over
ordinary shares
exercisable at
At 1 January 2008
Ordinary
shares
No.
Options over
ordinary shares
exercisable at
20 pence
110 pence
65 pence
110 pence
65 pence
Mladen Ninkov
Dal Brynelsen
Roger Goodwin
William Mulligan
33,001
1
577,830
300,001
3,000,000
200,000
600,000
200,000
6,000,000
400,000
1,200,000
400,000
2,000,000
200,000
575,000
200,000
33,001
1
577,830
300,001
6,000,000
400,000
1,200,000
400,000
2,000,000
200,000
575,000
200,000
The options exercisable at 65 pence per share entitle the holder to subscribe for new ordinary shares in the Company on or
before the 28 February 2009 and have all vested. Since the 31 December 2008, all the options exercisable at 65 pence per share
have lapsed.
The options exercisable at 110 pence per share entitle the holder to subscribe for new ordinary shares in the Company on or
before 28 February 2010. The options vest with each option holder in 3 separate and equal instalments as follows:
a. The first third of each holder’s options vested on 31 December 2007;
b. The second third of each holder’s options vested on 31 December 2008; and
c. The last third of each holder’s options will vest on 31 December 2009.
a. The first third of each holder’s options vested on 28th October 2008;
b. The second third of each holder’s options will vest on 31 December 2009; and
c. The last third of each holder’s options will vest on 31 December 2010.
The options exercisable at 110 pence and 20 pence will not vest if an employee or a director resigns or leaves the Company for
cause prior to the vesting event taking place. All the Options will vest immediately upon a takeover offer being made or a change
in substantial control of the Company taking place prior to the Options expiring.
All of the Directors’ interests detailed are beneficial.
CORPORATE GOVERNANCE
Although incorporated in Bermuda and therefore not obliged to comply with the code of best practice established by the
Combined Code issued by the Committee on Corporate Governance, the Company has reviewed and broadly supports this code.
The Company does not comply where compliance would not be commercially justified allowing for the practical limitations
relating to the Company’s size.
The Board of directors includes a number of non executive directors who, other than their shareholdings, are independent and
free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board meets regularly, at least once a quarter, and is responsible for the overall strategy of the Group, its performance,
management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting
of the Company’s shareholders.
Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:
•
•
•
•
•
preparation of regular financial reports and management accounts
preparation and review of capital and operational budgets
preparation of regular operational reports
prior approval of capital and other significant expenditure
regular review and assessment of foreign exchange risk and requirements
AUDITORS
Grant Thornton UK LLP have indicated their willingness to continue in office as auditors to the Company and a resolution
proposing their appointment will be put to the forthcoming Annual General Meeting.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ACCOUNTS
Bermudan company law and generally accepted best practice requires the Directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In
preparing these accounts, the Directors have:
•
•
•
•
selected suitable accounting policies and applied them consistently;
made judgements and estimates that are reasonable and prudent;
stated whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the accounts; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume the Company will
continue in business.
32
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DIRECTORS’ REPORT
REPORT OF THE INDEPENDENT AUDITOR
In so far as the directors are aware:
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF GRIFFIN MINING LIMITED
•
•
there is no relevant information of which the Company’s auditors are unaware; and
the directors have taken all steps that they ought to have taken as directors to make themselves aware of relevant
audit information and to establish that the auditors are aware of that information.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the financial statements comply with the Bermuda Companies
Act 1981 as amended. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included in the
Company’s website. Legislation in Bermuda and the United Kingdom governing the preparation and dissemination of financial
statements may differ from the legislation in other jurisdictions.
This report was approved by the Board and signed on its behalf by
Roger Goodwin
Finance Director and Company Secretary
30 April 2009
London
We have audited the financial statements of Griffin Mining Limited for the year ended 31 December 2008 which comprise the
consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated
cash flow statement, the accounting policies, and notes 1 to 26. These financial statements have been prepared under the
accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 90 of the Bermuda Companies
Act 1981 as amended. Our audit work has been undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
The Directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable
Bermuda law and International Financial Reporting Standards as adopted by the EU are set out in the statement of directors'
responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (United Kingdom and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in
accordance with International Financial Reporting Standards. We also report to you if, in our opinion, the Directors' Report
is not consistent with the financial statements, if the Company has not kept proper accounting records, or if we have not received
all the information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial
statements. This other information comprises the Chairman's Statement, Review of Operations and Directors' Report. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other information.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International Standards on Auditing (United Kingdom and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in
the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the
preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion:
•
the financial statements give a true and fair view in accordance with International Financial Reporting
Standards as adopted by the EU of the state of the Group’s affairs at 31 December 2008 and of its profit
for the year then ended;
•
the financial statements have been properly prepared in accordance with the provisions of the Bermudan
Companies Act 1981 as amended.
GRANT THORNTON UK LLP
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
LONDON
30 April 2009
34
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CONSOLIDATED INCOME STATEMENT
CONSOLIDATED BALANCE SHEET
For the year ended 31 December 2008
(expressed in thousands US dollars)
Notes
Revenue
Cost of sales
Gross profit
Net operating expenses
Profit from operations
Share of losses of associated company
Foreign exchange (losses) / gains
Finance income
Other income
Interest payable
Profit before tax
Income tax expense
Profit after tax attributable to equity share owners
for the financial year
Basic earnings per share (cents) from continuing operations
Diluted earnings per share (cents) from continuing operations
1
1
1
2
4
5
6
7
8
8
2008
$000
32,061
(18,438)
2007
$000
37,989
(7,768)
13,623
30,221
(10,517)
(10,078)
3,106
(39)
(3,221)
4,670
2,533
(90)
6,959
(637)
20,143
-
1,012
5,607
-
-
26,762
-
6,322
26,762
2.87
2.83
12.08
11.97
As at 31 December 2008
(expressed in thousands US dollars)
Notes
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets – exploration interests
Investment in associated company
Current assets
Inventories
Other current assets
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital
Share premium
Contributing surplus
Share based payments
Other reserves
Foreign exchange reserve
Profit and loss reserve
Total equity
Non-current liabilities
Long-term provisions
Current liabilities
Trade and other payables
Short term bank overdrafts
Total liabilities
Total equities and liabilities
Number of shares in issue
9
10
11
12
13
14
17
18
19
2008
$000
56,885
1,313
4,503
62,701
3,227
5,564
67,193
75,984
138,685
1,816
75,950
3,690
5,826
711
7,142
35,345
130,480
2007
$000
44,381
751
-
45,132
4,639
4,155
199,949
208,743
253,875
2,615
196,637
3,690
4,426
579
3,109
37,106
248,162
98
-
8,107
-
5,047
666
8,107
5,713
138,685
253,875
181,589,731
261,509,549
Attributable net asset value / total equity per share
20
$0.72
$0.95
The accounts on pages 36 to 57 were approved by the Board of Directors and signed on its behalf by:
Mladen Ninkov
Chairman
30 April 2009
Roger Goodwin
Finance Director
36
37
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2008
(expressed in thousands US dollars)
Share
Capital Premium
Share Contributing
Surplus
Other
Share
Profit
Based Reserves Exchange and Loss
Reserve Reserve
Foreign
Payments
Total
For the year ended 31 December 2008
(expressed in thousands US dollars)
Notes
$000
$000
$000
$000
$000
$000
$000
$000
At 31 December 2006
1,841
39,166
3,690
2,553
297
479
16,432
64,458
Exchange differences on
translating foreign operations
Net income recognised
directly in equity
Profit for the year
Total recognised income
and expenses in the year
Dividend paid
Regulatory transfer for
future investment
Exercise of share options
-
-
-
-
-
-
-
-
-
-
-
-
-
1,042
Issue of share capital
774
156,429
Cost of share based payments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,042)
-
2,915
20
20
-
20
-
262
-
-
-
2,630
2,630
-
-
2,650
2,650
-
26,762
26,762
2,630
26,762
29,412
-
-
-
-
-
(5,826)
(5,826)
(262)
-
-
-
-
-
157,203
2,915
At 31 December 2007
2,615
196,637
3,690
4,426
579
3,109
37,106
248,162
Exchange differences on
translating foreign operations
Net income recognised
directly to equity
Profit for the year
Total recognised income
and expenses in the year
Dividend paid
Regulatory transfer for
future investment
Purchase of shares for
cancellation
-
-
-
-
-
-
-
-
-
-
-
-
(799)
(120,687)
Cost of share based payments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,400
57
57
-
57
-
75
-
-
4,033
4,033
-
-
4,090
4,090
6,322
6,322
4,033
6,322
10,412
-
-
-
-
(8,008)
(8,008)
(75)
-
- (121,486)
-
1,400
At 31 December 2008
1,816
75,950
3,690
5,826
711
7,142
35,345
130,480
Net cash flows from operating activities
Profit before taxation
Share of associated company losses
Foreign exchange losses / (gains)
Taxation paid
Finance income
Adjustment in respect of share based payments
Depreciation, depletion and amortisation
Provisions
Decrease / (increase) in inventories
(Increase) in other current assets
Increase in trade and other payables
Net cash inflow from operating activities
Cash flows from investing activities
Interest received
Payments to acquire intangible fixed assets – exploration interests
Payments to acquire plant and equipment – mineral interests
Payments to acquire plant and equipment – plant and equipment
Payments to acquire interest in associated company
Net cash (outflow) from investing activities
Cash flows from financing activities
Issue of ordinary share capital
Expenses paid in connection with share issue
Purchase of share for cancellation
9
5
10
9
9
2008
$000
6,959
39
3,221
(637)
(4,670)
1,400
2,844
98
1,412
(1,101)
3,059
12,624
4,670
(388)
(9,393)
(1,681)
(4,542)
(11,334)
-
-
(121,486)
(121,486)
2007
$000
26,762
-
(1,012)
-
(5,607)
2,915
1,351
-
(3,535)
(3,091)
711
18,494
5,607
(126)
(9,056)
(1,854)
-
(5,429)
157,211
(7)
-
157,204
Dividends Paid
(8,008)
(5,826)
(Decrease)/Increase in cash and cash equivalents
(128,204)
164,443
Cash and cash equivalents at beginning of the year
Effects of exchange rate changes
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise:
Bank deposits
Short term bank overdrafts
Total
199,283
(3,886)
67,193
67,193
-
67,193
34,081
759
199,283
199,949
(666)
199,283
Included within net cash flows of $128,204,000 (2007: $164,443,000) are foreign exchange losses of $3,221,000 (2007 gains:
$1,012,000) which have been treated as realised.
38
39
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
ACCOUNTING POLICIES
ACCOUNTING POLICIES
BASIS OF ACCOUNTING
CONSOLIDATION BASIS
The accounts have been prepared in accordance with applicable International Financial Reporting Standards as issued by the
International Reporting Standards Board and as adopted by the European Union.
The significant accounting policies adopted are detailed below:
ACCOUNTING CONVENTION
The accounts have been prepared under the historical cost convention, except for financial assets which are measured at fair
value.
ISSUED INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS’S”) AND
INTERPRETATIONS THAT ARE NOT YET EFFECTIVE
The Group has not applied the following pronouncements: Those of which are expected to be most relevant to the Group are
IFRS 8 and IAS 27 (revised).
-
-
-
IAS 1 Presentation of financial statements (revised 2007) – effective 1 January 2009
IAS 23 Borrowing Costs (revised 2007) - effective 1 January 2009
IAS 27 Consolidated and separate financial statements (revised 2007) – effective 1 July 2009.
- Amendment to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements - Puttable
Financial Instruments and Obligations Arising on Liquidation - effective 1 January 2009.
- Amendment to IFRS 2 Share based payment – Vesting conditions and cancellations – effective 1 January 2009
- Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards and IAS 27 Consolidated
and Separate Financial Statements - Costs of Investment in a Subsidiary, Jointly Controlled Entity or Associate - effective
1 January 2009.
- Amendment to IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items - effective 1 July
2009.
-
-
-
IFRS 3 Business combinations (revised 2008) – effective 1 January 2009
IFRS 8 Operating Segments – effective 1 January 2009.
IFRIC 16 Hedges of a Net Investment in a Foreign Operation – effective 1 October 2008
The Group is evaluating the impact of the above pronouncements. The effect of the revision to IAS 27 will depends on the
extent of relevant future transactions including the reduction in the Group's interest in Hebei Hua Ao. Otherwise, the changes
are not expected to be material to the Group's earnings or to shareholders' funds.
The Group accounts consolidate the accounts of the Company and all its subsidiary undertakings drawn up to 31 December
each year. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to
obtain benefits from its activities. The Group obtains and exercises control through voting rights.
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements
of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value
of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of
whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are included in the consolidated balance sheet at their fair values, which are also used as
the bases for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating
out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of
the identifiable net assets of the acquired subsidiary at the date of acquisition.
Under the terms of the joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Limited, the Company
provided all the funds required to develop the Caijiaying mine and was entitled to 100% of the net cash flows of the subsidiary
for the first three years after commencement of commercial production. With effect from 24 July 2008 the Company’s share of
the cash flows and profits reverted to the underlying equity interest of 60%.
No minority interest in Hebei Hua’ Ao Mining Industry Company Limited is recognised in these financial statements as
Hebei Hua’ Ao Mining Industry Company Limited has operated at a loss since July 2008.
No minority interest in Hebei Sino Anglo Mining Development Company Limited is recognised in these financial statements
as the minority interest’s share of capital is extinguished by losses.
ASSOCIATES
Entities whose economic activities are independent of the Group are accounted for using the equity method.
Associates are those entities over which the Group has significant influence but which are neither subsidiaries nor interests in
joint ventures. Investments in associates are recognised initially at cost and subsequently accounted for using the equity method.
Acquired investments in associates are also subject to purchase method accounting. However, any goodwill or fair value
adjustment attributable to the share in the associate is included in the amount recognised as investment in associates.
All subsequent changes to the share of interest in the equity of the associate are recognised in the Group's carrying amount of
the investment. Changes resulting from the profit or loss generated by the associate are reported in "share of profits of associates"
in the consolidated income statement and therefore affect net results of the Group. These changes include subsequent
depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities.
Items that have been recognised directly in the associate's equity are recognised in the consolidated equity of the Group.
However, when the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associate. If the associate subsequently reports profits, the investor resumes recognising its share of those profits only after its
share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the
associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Amounts reported in the financial statements of associates have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
40
41
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
ACCOUNTING POLICIES
ACCOUNTING POLICIES
REVENUE
MINE CLOSURE COSTS
Revenue is measured by reference to the fair value of consideration received or receivable by the Group and comprises amounts
received, net of VAT and production royalties, from sales of metal concentrates to third party customers. Sales are made on a
cash on delivery / collection basis and are recognised on collection or delivery of the concentrate from the Group’s processing
facilities.
Mining operations are generally required to restore mine and processing sites at the end of their lives to a condition acceptable
to the relevant authorities and consistent with the Group’s environmental policies. Whilst the Group strives to maintain and
where possible enhance the environment of the Group’s processing sites, provision is made for site restoration costs in the
accounts in accordance with local requirements.
NON CURRENT ASSETS
Intangible assets – exploration cost
INVENTORIES
Inventories are valued at the lower of cost or net realisable value.
Expenditure on licences, concessions and exploration incurred on areas of interest by subsidiary undertakings are carried as
intangible assets until such time as it is determined that there are commercially exploitable reserves within each area of interest
and the necessary finance in place, at which time such costs are transferred to property, plant and equipment to be amortised
over the expected productive life of the asset. The Group’s intangible assets are subject to periodic review at least annually by
the Directors for impairment. Exploration, appraisal and development costs incurred in respect of each area of interest
determined as unsuccessful are written off to the Income Statement.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
•
•
•
Consumable stores and spares, at purchase costs on a first in first out basis
Concentrate stockpiles at cost of direct materials, power, labour, and a proportion of site overhead
Ore stockpiles at cost of direct material, power, labour contractor charges and a proportion of site overhead
Property, plant and equipment
Mine development expenditure for the initial establishment of access to mineral reserves, together with capitalised exploration,
evaluation and commissioning expenditure, and direct overhead expenses prior to commencement of commercial production are
capitalised to the extent that the expenditure results in significant future benefits.
Property, plant and equipment are shown at cost less depreciation and provisions for the impairment of value (see note 9).
Residual values
Material residual value estimates are updated as required, but at least annually whether or not the asset is revalued.
Depreciation
All costs capitalised (mineral interest, mill and mine equipment) within an area of interest, are amortised over the current
estimated economic reserve of the area of interest on a unit of production basis.
Office equipment is depreciated over four years on a straight line basis.
Impairment
An impairment test is carried out at each balance sheet date to assess whether the net book value of the capitalised costs in each
area of interest, together with the costs of development of undeveloped reserves, is covered by the discounted future net
revenues from reserves within that area of interest. Any deficiency arising is provided for to the extent that, in the opinion of
the Directors, it is considered to represent a permanent diminution in value of the related asset, and where arising, is dealt with
in the income statement as additional depreciation.
FINANCIAL ASSETS
Financial assets, other than hedging instruments, can be divided into the following categories:
•
•
•
•
loans and receivables
financial assets at fair value through profit or loss
available-for-sale financial assets
held-to-maturity investments
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument
and its purpose. A financial instrument's category is relevant for the way it is measured and whether resulting income and expenses
are recognised in profit or loss or charged directly against equity.
The Group generally recognises all financial assets using settlement day accounting. An assessment of whether a financial asset
is impaired is made at least at each reporting date. Financial assets that are substantially past due or when objective evidence is
received that a specific counterparty will default, are also considered for impairment. All income and expense relating to financial
assets are recognised in the income statement line item "finance costs" or "finance income", respectively.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are classified as current assets or non current assets based on their maturity date. Loans and receivables are classified
as either ‘trade and other receivables’ or ‘other financial assets’ in the balance sheet. On initial recognition loans and receivables
are recognised at fair value net of transaction costs. They are subsequently measured at amortised cost using the effective interest
method, less provision for impairment. Any change in their value is recognised in profit or loss. The Group’s other receivables
fall into this category of financial instruments.
Impairment assessments are based upon a range of estimates and assumptions:
The Group has no financial assets at fair value through profit or loss or held-to-maturity investments.
Estimate / assumption
Basis
Future production
Proven and probable reserves and resource estimates together with processing capacity
FINANCIAL LIABILITIES
Commodity prices
Forward market and longer term price estimates
Exchange rates
Current market exchange rates
Discount rates
Cost of capital risk
The Group’s financial liabilities include borrowings, trade and other payables, which are measured at amortised cost using the
effective interest rate method. On initial recognition loans and receivables are recognised at fair value net of transaction costs.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest-
related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included in the
income statement line items "finance costs" or "finance income".
42
43
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
ACCOUNTING POLICIES
ACCOUNTING POLICIES
FOREIGN CURRENCY TRANSACTIONS
SIGNIFICANT JUDGEMENTS AND ESTIMATES
The accounts have been prepared in United States dollars being the local currency of Bermuda. Whilst registered in Bermuda
the Company, together with its subsidiaries and associates, operate in China, the United Kingdom, and Australia.
In formulating accounting policies the directors are required to apply their judgement, and where necessary engage professional
advisors, with regard to the following significant areas:
Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate ruling at the
date of the transaction.
Monetary assets and liabilities have been translated at rates in effect at the balance sheet date. Any realised or unrealised exchange
adjustments have been charged or credited to income.
On consolidation the accounts of overseas subsidiary undertakings are translated into the presentation currency of the Group
at the rate of exchange ruling at the balance sheet date and profit and loss account items are translated at the average rate for
the year. The exchange difference arising on the retranslation of opening net assets is classified within equity and is taken directly
to the foreign exchange reserve. All other translation differences are taken to the profit and loss account.
The balance of the foreign currency translation reserve relating to an operation that is disposed of is transferred to the income
statement at the time of the disposal.
EQUITY
Equity comprises the following:
"Share capital" represents the nominal value of equity shares.
"Share premium" represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue.
"Contributing surplus" is a statutory reserve for the maintenance of capital under Bermuda company law and was
created on a reduction in the par value of the Company’s ordinary shares on 15 March 2001.
•
•
•
•
•
•
•
•
Expenditure capitalised as intangible fixed assets (note 9)
Expenditure capitalised as property, plant & equipment (note 9)
Impairment review assumptions (note 9, 10 and 11)
Provisions for mine closure costs (note 17)
Share based payments (note 15)
Classification of share based payments (note 15)
Determination that investments in associates are not subsidiaries (note 11)
Treatment of minority interests (notes 13, 23 and 26)
The directors continually monitor the basis on which their judgements are formulated. Where required they will make
amendments to these judgements. Where judgements and estimates are amended between accounting periods, full disclosure of
the financial implications are given within the relevant notes to the Group accounts.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
"Share based payments" represents equity-settled share-based employee remuneration until such share options
are exercised.
DIVIDENDS
"Foreign exchange reserve" represents the differences arising from translation of investments in overseas
subsidiaries.
"Other reserve" represents a statutory retained earnings reserve under PRC law for future investment by Hebei
Hua-Ao.
Dividend distributions payable to equity shareholders are included in "other short term financial liabilities" when the dividends
are approved in a directors meeting prior to the balance sheet date.
TAXATION
"Profit and loss reserve" represents retained profits and losses.
Current tax is the tax currently payable based on taxable profit for the year.
EQUITY SETTLED SHARE BASED PAYMENTS
All share-based payment arrangements granted after 7 November 2002 that had not vested prior to 1 January 2005 are recognised
in the financial statements.
All goods and services received in exchange for the grant of any share-based remuneration are measured at their fair values. Fair
values of employee services are indirectly determined by reference to the fair value of the share options awarded. Their value
is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, production upgrades).
All share-based remuneration is ultimately recognised as an expense in the income statement with a corresponding credit to
"Share based payments" in the balance sheet.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the
best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any
indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior
to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options
ultimately exercised are different to that estimated on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital.
For the financial year ended 31 December 2008 the application of the accounting standard has resulted in a net decrease in the
profit for the year of $1,400,000 (2007: $2,915,000).
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided
on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in
subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it
is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well
as other income tax credits to the group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable
that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred
tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided
they are enacted or substantively enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except
where they relate to items that are charged or credited directly to equity (such as the revaluation of land) in which case the related
deferred tax is also charged or credited directly to equity
44
45
•
•
•
•
•
•
•
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
1. SEGMENTAL REPORTING
3. DIRECTORS’ AND KEY PERSONNEL REMUNERATION
The Group has one business segment, the Caijiaying zinc gold project in the Peoples Republic of China, which is its primary
segment for the purposes of financial reporting. All sales and costs of sales in 2008 and 2007 were derived from the Caijiaying
zinc gold project.
REVENUES
China
COST OF SALES
China
NET OPERATING EXPENSES
China
Australia
European Union
All revenues, cost of sales, and operating expenses charged to profit relate to continuing operations.
TOTAL ASSETS
China
Australia
European Union
CAPITAL EXPENDITURE
China
2. PROFIT FROM OPERATIONS
Profit from operations is stated after charging
Depreciation, depletion and amortisation
Staff costs
Fair values of options granted to directors and management
Average number of persons employed by the Group in the year
69,041
4,662
64,982
138,685
11,462
11,462
2008
$000
(2,844)
(3,966)
(1,400)
No.
200
2008
$000
2007
$000
32,061
37,989
(18,438)
(7,768)
(6,379)
(76)
(4,062)
(10,517)
The following fees and remuneration were receivable by the Directors holding office and key personnel engaged during the year:
Mladen Ninkov
Dal Brynelsen
Roger Goodwin
William Mulligan
Key personnel
Fees
$000
58
65
58
65
246
-
246
Salary Bonuses Share based Total
2008
$000
898
221
636
136
1,120 1,891
280 1,055
1,400 2,946
payments
$000
840
56
168
56
$000
-
-
359
-
359
775
1,134
$000
-
100
51
15
166
-
166
Fees
Salary
$000
45
66
45
66
222
-
222
$000
-
-
365
-
365
801
1,166
Share based
payments
$000
1,744
116
349
116
2,325
588
2,913
Total
2007
$000
1,789
182
759
182
2,912
1,389
4,301
(4,735)
15
(5,358)
(10,078)
54,841
79
198,955
253,875
11,036
11,036
2007
$000
(1,351)
(2,301)
(2,915)
No.
200
Keynes Capital, the registered business name of Keynes Investments Pty Limited as trustee for the Keynes Trust, received fees
under a consultancy agreement of $1,013,000 (2007 $932,000), for the provision of advisory and support services to Griffin
Mining Limited and its subsidiaries during the year, 60% of which fees are charged to Hebei Hua Ao. In addition Keynes
Capital received a fee of $327,000 charged solely to Griffin Mining Ltd. Mladen Ninkov is a director and employee of Keynes
Investments Pty Limited.
On 27 October 2008 the Company agreed to grant further options over 5,000,000 new ordinary shares to directors and key
employees of the Company (the "New Options"). Each New Option entitles the holder to subscribe for new ordinary shares in
the Company at an exercise price of 20 pence per new ordinary share on or before 31 October 2013. The New Options vest
with each option holder in 3 separate and equal instalments per annum as follows:
a.
b.
c.
The first third of each holder’s New Options vested on 28 October 2008;
The second third of each holder’s New Options will vest on 31 December 2009; and
The last third of each holder’s New Options will vest on 31 December 2010.
The New Options will not vest if an employee or a director resigns or leaves the Company for cause prior to the vesting event
taking place. All the New Options will vest immediately upon a takeover offer being made or a change in substantial control
of the Company taking place prior to the New Options expiring.
The new options have been allocated as follows:
Directors:
Mladen Ninkov
Roger Goodwin
Dal Brynelsen
William Mulligan
Management
Key Personnel
Total
New Options
granted
Total number of
Options now held
Total number of
Options vested
3,000,000
600,000
200,000
200,000
1,000,000
5,000,000
11,000,000
2,375,000
800,000
800,000
7,000,000
1,575,000
533,333
533,333
4,800,000
2,933,334
19,775,000
12,575,000
46
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G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
4. SHARE OF LOSSES OF ASSOCIATED COMPANY
8. EARNINGS PER SHARE
Share of losses of Spitfire Oil Ltd
2008
$000
39
2007
$000
-
The calculation of the basic earnings per share is based upon the earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the basic
earnings per share on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.
Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below:
Griffin acquired 16,666,667 ordinary shares in Spitfire Oil Ltd (“Spitfire”), representing a 39.2% interest in the issued share
capital of Spitfire, at 15p per share for a total cash consideration of £2,500,000 on 27 November 2008.
5. FINANCE INCOME
Interest income on bank deposits
6. OTHER INCOME
Break fee received on aborted acquisition of Yukon Zinc, net of expenses
Other
7. INCOME TAX EXPENSE
Profit for the year before tax
Tax rate
Expected tax expense
Adjustment for tax exempt items:
- Income and expenses outside the PRC not subject to tax
- Share of associated company losses
Adjustments for timing differences
- PRC rebates on purchasing Chinese equipment
- In respect of accounting differences
Taxation charge
2008
$000
4,670
2008
$000
2,495
38
2,533
2008
$000
6,959
12.5%
870
97
(5)
(333)
8
637
2007
$000
5,607
2007
$000
-
-
-
2007
$000
26,762
0.0%
-
-
-
-
-
-
The Company is not resident in the United Kingdom for taxation purposes.
Hebei Hua’ Ao paid income tax in the PRC at a rate of 12.5% in 2008 based upon the profits calculated under Chinese generally
accepted accounting principals (Chinese “GAAP”). Hebei Hua’ Ao currently benefits from a reduced tax rate for past investment
with the applicable PRC tax rate rising in future years in steps to 25%.
Hebei Hua' Ao benefited from a Tax holiday until 2008.
2008
Earnings
$000
Weighted
average
number of
shares
Per
share
amount
(cents)
Earnings
$000
2007
Weighted
average
number
of shares
Per
share
amount
(cents)
6,322
220,587,242
2.87
26,762
221,441,986
12.08
3,090,342
2,153,244
Basic earnings per share
Earnings attributable to
ordinary shareholders
Dilutive effect of securities
Options
Diluted earnings per share
6,322
223,677,584
2.83
26,762
223,595,230
11.97
Mill and
Mineral
interests mine equipment
$000
$000
Office furniture
and equipment
$000
9. PROPERTY, PLANT AND EQUIPMENT
At 1 January 2007 net of accumulated depreciation
Foreign exchange adjustments
Additions during the year
Transfers from exploration interests
Transfers from long term provisions re mine closure
costs on payment of rehabilitation bonds
Depreciation charge for the year
At 31 December 2007
Foreign exchange adjustments
Additions during the year
Transfers of rehabilitation bonds to other assets
Depreciation charge for the year
At 31 December 2008
At 1 January 2007
Cost
Accumulated depreciation
Net carrying amount
At 31 December 2007
Cost
Accumulated depreciation
Net carrying amount
At 31 December 2008
Cost
Accumulated depreciation
Net carrying amount
21,220
2,500
9,056
162
(384)
(733)
31,821
3,287
9,393
(308)
(2,011)
42,182
$000
21,574
(354)
21,220
32,937
(1,116)
31,821
45,521
(3,339)
42,182
10,848
457
1,854
-
-
(608)
12,551
1,295
1,681
-
(828)
14,699
$000
11,970
(1,122)
10,848
14,336
(1,785)
12,551
17,517
(2,818)
14,699
Total
$000
32,087
2,957
10,910
162
(384)
(1,351)
44,381
4,582
11,074
(308)
(2,844)
56,885
19
-
-
-
-
(10)
9
-
-
-
(5)
4
$000
$000
46
(27)
19
46
(37)
9
46
(42)
4
33,590
(1,503)
32,087
47,319
(2,938)
44,381
63,084
(6,199)
56,885
48
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G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Mineral interests comprise the Group’s interest in the Caijiaying ore bodies including fair values on acquisition, plus subsequent
expenditure on licences, concessions, exploration, appraisal and construction of the Caijiaying mine including expenditure for
the initial establishment of access to mineral reserves, commissioning expenditure, and direct overhead expenses prior to
commencement of commercial production and together with the end of life restoration costs.
In undertaking impairment tests and considering the value of the mineral interests, mill and other equipment at Caijiaying, the
directors have recognised the need for a revised mining licence to inter alia extract ore from below the 1300 level and ensure the
long term viability of the mine. Whilst an application for such licence has been made, a revised licence has at the date of these
accounts not been granted. The directors are not aware of any good reason or cause why the revised licence would not be
granted. Having considered the geology, resource estimations, and ore block models at the mine area above the 1300 level, the
directors consider that sufficient ore remains above the 1300 level, to justify the carrying value of mineral interests, and related
equipment at Caijiaying.
The office furniture and equipment disclosed above relates solely to the fixed assets of the Company.
10. INTANGIBLE ASSETS
China – Zinc / gold exploration interests
At 1 January 2007
Foreign exchange adjustments
Additions during the year
Transfer to mineral interests
At 31 December 2007
Foreign exchange adjustments
Additions during the year
At 31 December 2008
$000
842
(55)
126
(162)
751
174
388
1,313
Intangible assets represent fair values on acquisition, plus subsequent expenditure on licences, concessions, exploration, appraisal
and development work. Where expenditure on an area of interest is determined as unsuccessful such expenditure is written off
to the income statement. The recoverability of these assets depends, initially, on successful appraisal activities, details of which
are given in the report on operations. The outcome of such appraisal activity is uncertain. Upon economically exploitable mineral
deposits being established, sufficient finance will be required to bring such discoveries into production. At 31 December 2008
no amounts had been provided or charged to the income statement in respect of the above exploration costs.
11. INVESTEMENT IN ASSOCIATED COMPANY
At 1 January 2008
Additions in year
Share of losses of Spitfire Oil Limited
At 31 December 2008
2008
$000
-
4,542
(39)
4,503
2007
$000
-
-
-
-
Griffin acquired 16,666,667 ordinary shares in Spitfire Oil Ltd (“Spitfire”), representing a 39.2% interest in the issued share
capital of Spitfire, at 15p per share for a total cash consideration of £2,500,000 ($4,542,000) on 27 November 2008. The directors
consider that the fair value on acquisition of the underlying investment of Spitfire Oil Ltd equates to the fair value paid by the
Company. No goodwill or value has been attributed on the acquisition of Griffin's interest in Spitfire Oil Ltd to its licences,
proprietary or other rights, in view of the early stage nature of Spitfire Oil Ltd's development.
Mladen Ninkov and Roger Goodwin are directors of Spitfire Oil Ltd giving Griffin significant influence over the financial and
operating policy decisions of Spitfire.
Spitfire’s principal activity is the pursuance of the production of fuel oil and distillate from the Salmon Gums Lignite deposits
in Western Australia.
Summarised financial information on Spitfire Oil Limited
(expressed in thousands Australian dollars)
Six months to
31 December 2008
Unaudited
Aus$000
13 months to
30 June 2008
Audited
Aus$000
Loss before income tax
(686)
(2,828)
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current and total liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
31 December 2008
Unaudited
Aus$000
30 June 2008
Audited
Aus$000
11,908
6,504
18,412
14,331
3,457
17,788
(374)
(1,172)
18,038
16,616
20,854
827
(3,643)
18,038
20,854
(1,409)
(2,829)
16,616
Spitfire Oil Ltd reported no contingent liabilities at 31 December 2008 (30 June 2008 nil).
The directors have considered the carrying value of the Company’s investment in Spitfire Oil Limited by reference to current
market conditions, underlying assets and to projected discounted cash flow projections of Spitfire Oil Limited’s principal venture.
12. INVENTORIES
Underground ore stocks
Surface ore stocks
Concentrate ore stocks
Spare parts and consumables
2008
$000
628
1,627
63
909
3,227
2007
$000
1,006
223
2,869
541
4,639
All inventories are expected to be sold, used or consumed within one year of the balance sheet date. Inventories costing
$3,973,000 (2007: $7,768,000) were charged to the income statement in 2008.
13. OTHER CURRENT ASSETS
Other receivables
Prepayments
2008
$000
3,537
2,027
5,564
2007
$000
1,695
2,460
4,155
Other receivables include advances of $3,080,000 to related parties, recoverable from future share of profits (note 24). The
minority share of the losses of Hebei Hua' Ao Mining Industry for 2008 amounting to $663,000 (2007: nil) have been fully
provided against.
50
51
G R I F F I N M I N I N G L I M I T E D
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NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
14. SHARE CAPITAL
AUTHORISED:
Ordinary shares of US$0.01 each
CALLED UP ALLOTTED AND FULLY PAID:
Ordinary shares of US$0.01 each
At 1 January
Issued during the year
Bought back in for cancellation
At 31 December
2008
2007
Number
$000
Number
$000
1,000,000,000
10,000
1,000,000,000
10,000
261,509,549
-
(79,919,818)
181,589,731
2,615
-
(799)
1,816
184,061,064
77,448,485
-
261,509,549
1,841
774
-
2,615
On 27 May 2008 79,851,818 ordinary shares were bought in for cancellation from Citadel Equity Fund Ltd at £0.765 ($1.52)
per share.
On 28 October 2008 68,000 ordinary shares were bought in for cancellation from the market at 14.7 UK pence ($0.26) per share.
15. SHARE OPTIONS AND WARRANTS (CONTINUED)
Inputs into the Binomial valuation model were as follows:
Share price
Exercise price
Expected volatility
Risk free rate
Dividend yield
Options expiring
28 February 2013
Options expiring
28 February 2010
Options expiring
28 February 2009
14.0p
20.0p
60%
3.97%
4%
105.8p
110.0p
33%
5.1%
0%
65.75p
65.0p
30%
4.31%
0%
Expected volatility was determined by calculating the historical volatility of the Company’s share price with reference to the
correlation with the zinc price and zinc price volatility over the same period. The Binomial model used assumes that the options
will be exercised early when the share price exceeds the exercise price by a multiple of two.
The Group recognised a total expense of $1,400,000 (2007: $2,915,000) during the year ended 31 December 2008 relating to
equity settled share option scheme transactions.
15. SHARE OPTIONS AND WARRANTS
16. DIVIDENDS
Options exercisable at 65 pence per share to 28 February 2009
Options exercisable at 110 pence per share to 28 February 2010
Options exercisable at 20 pence per share to 28 February 2013
At 1 January
2008
Number
Granted At 31 December
2008
Number
Number
5,475,000
10,000,000
-
15,475,000
-
-
5,000,000
5,000,000
5,475,000
10,000,000
5,000,000
20,475,000
The following table shows the number and weighted average exercise price of all the unexercised share options and warrants at
the year end:
Outstanding at 1 January
Granted during the year
Exercised during the year
Outstanding at 31 December
2008
Number Weighted average
exercise price
2007
Number Weighted average
exercise price
15,475,000
5,000,000
-
20,475,000
94.1
20.0
-
76.0
14,741,667
10,000,000
(9,266,667)
15,475,000
43.0
110.0
30.0
94.1
The estimated value of the options exercisable at 65p up to 28 February 2009, which vested in 3 tranches of 1,825,000 each, were
14.81p, 14.93p and 15.10p. All the options exercisable at 65p vested in 2006, but lapsed on 28 February 2009.
The estimated value of the options exercisable at 110p up to 28 February 2010, which vested in 3 tranches of 3,333,333 each,
were 25.19p, 25.87p and 26.52p. Two thirds of these options had vested at 31 December 2008.
The estimated value of the options exercisable at 20p up to 31 October 2013, which vested in 3 tranches of 1,666,666 each, were
4.0p, 4.2p and 4.42p. One third of these options had vested at 31 December 2008.
On 6 June 2008 a final dividend of 3 cents per ordinary share in the Company was paid.
17. LONG-TERM PROVISIONS
PROVISIONS FOR MINE CLOSURE COSTS
At 1 January
Transfer to mineral interests on payment of rehabilitation bond
Transfer
At 31 December
2008
$000
-
-
98
98
During 2007 the Group paid a bond under PRC regulations to be used to cover end of mine life restoration costs.
18. TRADE AND OTHER PAYABLES
Trade payables
Taxation payable
Accruals
2008
$000
7,649
-
458
8,107
2007
$000
384
(384)
-
-
2007
$000
2,995
605
1,447
5,047
All amounts are short term. The carrying values of all trade and other payables are considered to be a reasonable approximation
of fair value.
19. SHORT TERM BANK OVERDRAFTS
Short term bank overdrafts comprised an 8.52% fixed rate bank loan of Rmb5,000,000 ($666,000) repaid during 2008, which
was secured by way of a floating charge over Hebei Hua’ Ao’s concentrate stocks.
20. ATTRIBUTABLE NET ASSET VALUE / TOTAL EQUITY PER SHARE
The attributable net asset value / total equity per share has been calculated from the consolidated net assets / total equity of the
Group at 31 December 2008 of $130,480,000 ($248,162,000 at 31 December 2007) divided by the number of ordinary shares
in issue at 31 December 2007 of 181,589,731 (261,509,549 at 31 December 2007).
52
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G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 0 8
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
21. RISK MANAGEMENT
Interest rate risk
The Group is exposed to a variety of financial risks which result from its operating and investing activities. The Group’s risk
management is coordinated by its senior management and executive directors and focuses on actively securing the Group’s short-
to-medium term cash flows.
Foreign Currency Risk
The majority of the Group’s operational and financial cash flows are denominated in Renminbi and United States Dollars with
sterling bank deposits held to cover future sterling expenditure estimates. Associates operational and financial cash flows are
denominated in Australian dollars.
Currently the Group does not carry out any significant operations in currencies outside the above.
The Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange
exposure and will consider hedging significant foreign currency exposure should the need arise.
In addition, the conversion of Renminbi into foreign currencies is subject to the rules and regulations of the foreign exchange
control promulgated by the government of the PRC.
Sterling bank deposits are translated into United States Dollars at the closing rate are as follows:
Short term bank deposits
2008
$000
10,556
2007
$000
60,134
The following table illustrates the sensitivity of the net results for the year and equity in regards to the Group’s sterling deposits
and the sterling US Dollar exchange rate. It assumes a + / - 36% change in the sterling exchange rate for the year ended 31
December 2008. These changes are considered to be reasonable based on observation of current market conditions for the year
ended 31 December 2008. The sensitivity analysis is based upon the Group’s sterling deposits at each balance sheet date.
If sterling had strengthened against the US Dollar by 36% (2007: 9.6%) this would have had the following impact:
Net result for the year and on equity
2008
$000
5,938
If sterling had weakened against the US Dollar by 36% (2007 9.6%) this would have the following impact:
Net result for the year and on equity
2008
$000
(2,794)
2007
$000
6,386
2007
$000
(5,267)
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be indicative of the Group’s exposure to currency risk.
Foreign currency denominated financial assets and liabilities, translated into US Dollars at the closing rate, are as follows:
2008
Rmb
$000
GBP
$000
10,692
7,621
(158)
(7,855)
10,534
(234)
AusD
$000
160
(95)
65
2007
Rmb
$000
GBP
$000
60,895
5,093
(318)
(4,674)
60,577
419
AusD
$000
65
(55)
10
Financial assets
Financial liabilities
Short term exposure
54
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank deposits with floating
interest rates. The Group currently does not have an interest rate hedging policy.
The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in
interest rates of + 300% and - 100% (2007 +/- 20%), with effect from the beginning of the year. These changes are considered
to be reasonable based on observation of current market conditions within which the Group operates. The sensitivity analysis
is based upon the Group’s deposits at each balance sheet date.
Net result for the year
2008
2007
Plus 300%
Minus 100%
Plus 20%
Minus 20%
$000
556
$000
(185)
$000
2,009
$000
(3,013)
Fixed and non interest bearing financial assets and liabilities are as follows:
FFllooaattiinngg
iinntteerreesstt
rraattee
2008
NNoonn
iinntteerreesstt
bbeeaarriinngg
TToottaall
Floating
interest
rate
2007
Non
interest
bearing
Total
$$000000
$$000000
$$000000
$000
$000
$000
67,193
-
67,193
-
-
-
67,193
-
3,537
3,537
-
8,107
8,107
(4,570)
67,193
3,537
70,730
-
8,107
8,107
62,623
199,949
-
199,949
-
-
-
199,949
-
1,695
1,695
199,949
1,695
201,644
-
4,442
4,442
(2,747)
-
4,442
4,442
197,202
Financial Assets
Cash at bank
Other receivables
Total Financial Assets
Trade payables
Other payables
Total Financial Liabilities
Net Financial (Liabilities)/Assets
Commodity risk
The Group is exposed to the risk of changes in commodity prices and in particular that for zinc, lead, gold and silver. The Group
currently sells its metal concentrate production by way of open auctions in China. The Group currently does not hedge its metal
production.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its financing activities, including deposits with banks and financial
institutions, foreign exchange transactions and other financial instruments. The Group does not have trade receivables and does
not hold collateral as security.
Credit risk from balances with banks and financial institutions is managed by the Board. Investments of surplus funds are made
only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed
by the Griffin Board on a regular basis. The limits are set to minimise the concentration of risks and therefore mitigate financial
loss through potential counterparty failure. No material exposure is considered to exist by virtue of the possible non performance
of the counterparties to financial instruments.
55
G R I F F I N M I N I N G L I M I T E D
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22. FINANCIAL INSTRUMENTS
24. RELATED PARTY TRANSACTIONS
The Group does not enter into derivative transactions such as interest rate swaps, forward rate agreements or forward currency
contracts. With the exception of a fixed rate and fixed term Renminbi short term bank loan, the Group has no borrowings other
than trade creditors and funds in excess of immediate requirements are placed in US dollar and sterling short term fixed and
floating rate deposits. The Group has overseas subsidiaries operating in China and Australia, whose costs are denominated in
local currencies.
In the normal course of its operations the Group is exposed to commodity price, foreign currency and interest rate risks.
The Group places funds in excess of immediate requirements in US dollar and sterling deposits with a number of banks to spread
currency, interest rate and bank risk. These deposits are kept under regular review to maximise interest receivable and with
reference to future expenditure and future currency requirements.
Commodity prices are monitored on a regular basis to ensure the Group receives fair value for its products.
At 31 December 2008 Hebei Hua’ Ao Mining Industry Company Limited had advanced Rmb3,009,000 ($440,000) (31 December
2007 Rmb 3,009,000 ($400,000)) to the 3rd Geological Brigade of the Hebei Province, a partner in the local Chinese entity (the
Caijiaying Lead Zinc Preparatory Committee), that holds a 40% interest in Hebei Hua’ Ao. At 31 December 2008 Hebei Hua’
Ao had advanced Rmb18,003,000 ($2,640,000) (31 December 2007 Rmb 9,003,000 ($1,200,000)) to the Caijiaying Lead Zinc
Preparatory Committee. Both these loans are non-interest bearing and repayable from their future share of the profits of
Hebei Hua’ Ao.
25. COMMITMENTS
At 31 December 2008 the Group had capital commitments of $3,350,000 (31st December 2007 $2,858,000).
23. SUBSIDIARY COMPANIES
26. CONTINGENT LIABILITIES
As described in note 23, the joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Ltd provides
that 100% of the cash flows and profits generated by the joint venture in the first three years from commencement of commercial
production be paid to the foreign party (China Zinc). Thereafter, being with effect from 24 July 2008, the cash flows are
shared 60% by the foreign party and 40% by the Chinese party, in accordance with their share in the equity interest in the
joint venture. The registered capital (equity) of Hebei Hua' Ao was provided in full by China Zinc. Since 24 July 2008 Hebei
Hua’ Ao has incurred losses and in view of the uncertainties in recovering the Chinese partners’ share of these losses, full
provision has been made against the minority share of losses from 24 July to 31 December 2008. In view of the unusual nature
of the joint venture contract and uncertainty as to its interpretation, with all the registered capital of Hebei Hua’ Ao being
provided by China Zinc, no provision has been made for the minority interest in the net assets of Hebei Hua’ Ao. At 31
December 2008, the net assets of Hebei Hua’ Ao amounted to $10.7m. After allowing for the minority share of losses since 24
July 2008, the minority share of the net assets at 31 December 2008 on a termination of Hebei Hua’ Ao could amount to $3.6m.
At 31 December 2008, Griffin Mining Limited had interests in the share capital of the following principal subsidiary companies.
Name
Class of Share
held
Proportion of
shares held
Nature of
business
Country of
incorporation
China Zinc Pty Ltd
Ordinary
China Zinc Limited
Ordinary
Hebei Hua’ Ao Mining
Industry Company Ltd*
Panda Resources Ltd
Ordinary
Hebei Sino Anglo Mining
Development Company Ltd*
100%
100%
60%**
100%
90%
Service company
Australia
Holding company
Hong Kong
Base and precious
metals mining and
development
China
Holding company
England
Mineral exploration
and development
China
* China Zinc Ltd, China Zinc Pty Ltd and Panda Resources Ltd are directly owned by the Company. China Zinc Ltd has a
controlling interest in Hebei Hua’ Ao Mining Industry Company Ltd, see below, and Panda Resources Ltd has a 90%
controlling interest in Hebei Sino Anglo Mining Development Company Ltd.
** The joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Ltd provides that 100% of the cash
flows generated by the joint venture in the first three years from commencement of commercial production (commenced in
the second half of 2005) be paid to the foreign party (China Zinc). Thereafter, being with effect from 24 July 2008, the foreign
party (China Zinc) receives 60% of the cash flows, in accordance with its share in the equity interest in the joint venture. The
minority share of the losses of Hebei Hua' Ao Mining Industry Company Ltd for 2008 amounting to $633,000 (2007 nil)
have been fully provided against.
56
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G R I F F I N M I N I N G L I M I T E D
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58
Administration Buildings at Caijiaying Mine Site
59
G R I F F I N M I N I N G L I M I T E D
CORPORATE INFORMATION
Principal office:
6th & 7th Floors, 60 St James’s Street, London. SW1A 1LE. UK.
Telephone: + 44 (0)20 7629 7772
Facsimile: + 44 (0)20 7629 7773
Email: griffin@griffinmining.com
Web site: www.griffinmining.com
Registered office:
Clarendon House, 2 Church Street, Hamilton. HM11. Bermuda.
China Zinc office:
Levels 9 & 11, BGC Centre, 28 The Esplanade, Perth, WA 6000. Australia.
Telephone: + 61 (0)8 9321 7143
Facsimile: + 61 (0)8 9321 7035
Directors:
Mladen Ninkov (Chairman)
Roger Goodwin (Finance Director)
Dal Brynelsen
William Mulligan
Company Secretary:
Roger Goodwin
Nominated Adviser
and Broker for AIM:
Investec Bank (UK) Limited
2 Gresham Street, London. EC2V 7QP. UK.
Auditors:
Solicitors:
Grant Thornton UK LLP
Grant Thornton House, Melton Street, London. NW1 2EP. UK.
Mallesons Stephen Jaques
Unit 2925, South Tower, Beijing Kerry Centre, 1 Guang Hua Road,
Chao Yang District, Beijing 100020. PRC
Conyers Dill & Pearman
Clarendon House, Church Street, P.O. Box HM 666, Hamilton. HMCX. Bermuda.
Addleshaw Goddard LLP
150 Aldergate Street, London. EC1A 4EJ. UK.
Bankers:
HSBC Bank plc
27-32 Poultry, London. EC2P 2BX. UK
National Westminster Bank PLC.
St James’s and Piccadilly, London. W1A 2DG. UK.
The Bank of Bermuda Ltd
6 Front Street, Hamilton. HM11. Bermuda.
UK Registrars
and Transfer Agents:
Capita Registrars (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT. UK.
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